Terms of Service

Welcome to the transitiv.io and thermatic.io web sites (the “Site”). You have access to a variety of resources and content which may include: (a) software, applications, application program interfaces, and software as a service offerings, and outputs to all of the foregoing (“Software”); (b) web pages, data, messages, text, images, photographs, graphics, audio and video such as podcasts and webcasts, and documents such as press releases, white papers and product data sheets (“Materials”); and (c) forums, discussion groups, chat areas, bulletin boards, blogs, wikis, e-mail functions, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content (as defined below) (“Community Services”). Software, Materials, Community Services, and other information, content and services are collectively referred to as “Content.” The following are terms of a legal agreement between you and Transitiv, Inc. and its affiliated companies (“We” or “Transitiv”). By accessing or using the Site or the Content, you agree to follow and be bound by the following terms and conditions concerning your access to and use of the Site and the Content (“Terms of Use”) and our Privacy Policy. Transitiv may revise the Terms of Use and Privacy Policy at any time without notice to you. The revised Terms of Use and Privacy Policy will be effective one month after it is posted unless Section 27 applies. You can review the most current Terms of Use at https://transitiv.io/terms/ and Privacy Policy at https://transitiv.io/privacy-policy/ . This “Agreement” shall mean these Terms of Use, the Privacy Policy, any applicable Subscription Terms (see Section 1), any additional agreements that explicitly incorporate these Terms of Use, and any rules, guidelines or terms of use posted for a specific area of the Site or Content.

Use of Software

Your use of Software is subject to all agreements such as an order form, platform agreement, license agreement or user agreement that accompanies or is included with the Software (“Subscription Terms”). In the event that a conflict exists between the Terms of Use and the Subscription Terms, the Subscription Terms shall control. If Software is provided on or through the Site and is not licensed through Subscription Terms, you may use the Software subject to the following: (a) the Software may be used solely for your personal, informational, noncommercial purposes; (b) the Software may not be modified or altered in any way; and (c) the Software may not be redistributed.

Use of Materials

You may download, store, display on your computer, view, listen to, play and print Materials that Transitiv publishes or broadcasts or makes available for download subject to the following: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) the Materials may not be modified or altered in any way; and (c) the Materials may not be redistributed.

Use of Community Services

Community Services are provided as a convenience and Transitiv is not obligated to provide any technical support for, or participate in, Community Services. While Community Services may include information regarding Transitiv products and services, including information from Transitiv employees, they are not an official customer support channel for Transitiv.

You may use Community Services subject to the following: (a) Community Services may be used solely for your personal, informational, noncommercial purposes; (b) Content provided on or through Community Services may not be redistributed; and (c) personal data about others may not be stored or collected except where expressly authorized by Transitiv.

Reservation of Rights

The Site and Content are the intellectual property and copyrighted works of Transitiv or a third party provider. All rights, title and interest not expressly granted with respect to the Site and Content provided on or through the Site are reserved. All Content is provided on an “As Is” and “As Available” basis, and Transitiv reserves the right to terminate the permissions granted to you in Sections 1, 2 and 3 above and your use of the Content at any time.

Your Materials

You agree that you will only upload, share, post, publish, transmit, or otherwise make available to Transitiv (“Share”) materials that you have the right and authority to Share and for which you have the right and authority to grant to Transitiv all of the licenses and rights set forth herein. By Sharing such materials, you grant Transitiv a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sublicensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the materials for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement the materials into any Transitiv product or service, and to display, market, sublicense and distribute the materials as incorporated or embedded in any product or service distributed or offered by Transitiv without compensation to you. You warrant that: (a) you have the right and authority to grant this license; (b) Transitiv’s exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party rights; and (c) all so-called moral rights in the materials have been waived to the full extent allowed by law.

You agree that you will not use the Site, Software nor other Content in a manner, nor Share any materials, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another’s rights, including intellectual property rights; (g) violates or promotes the violation of any applicable laws or regulations; or (h) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. Transitiv may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.

Unless you are a Transitiv Customer (see section titled “Transitiv Customer Confidential Information”), Transitiv does not want to receive confidential information from you. Notwithstanding anything that you may note or state in connection with Sharing materials, it shall not be considered confidential information and shall be received and treated by Transitiv on a non-confidential and unrestricted basis and Transitiv shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in Transitiv’s Privacy Policy.

If Subscription Terms include an exception to the license granted Transitiv in this section, the exception will be construed narrowly. For example, a restriction on Transitiv’s use of audience data shall be construed to apply to the specific combination of fields that make up audience data as collected by Transitiv.

Security, Passwords and Means of Accessing the Site and Content

You agree not to access or use the Site, Software or other Content in any manner that could damage, disable, overburden, or impair any Transitiv accounts, computer systems or networks. You agree not to attempt to gain unauthorized access to any parts of the Site or any Transitiv accounts, computer systems or networks. You agree not to interfere or attempt to interfere with the proper working of the Site or any Transitiv accounts, computer systems or networks. You agree not to use any robot, spider, scraper or other automated means to access the Site or any Transitiv accounts, computer systems or networks without Transitiv’s permission.

If any of the Software requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site (“Secure Site”) are restricted to authorized users only. Authorized users agree not to share password(s), account information, or allow people who are not authorized users access to the Secure Site. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Site. You agree to notify Transitiv immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by this Agreement.

No Unlawful or Prohibited Use

You agree not to use the Site or Content, or Share any materials for any purpose that is unlawful or prohibited by this Agreement.

Indemnity

You agree to indemnify and hold harmless Transitiv, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of material that you Share, your violation of this Agreement, or your violation or infringement of any third party rights, including intellectual property rights.

Monitoring

Transitiv has no obligation to monitor material that is Shared. However, Transitiv reserves the right to review and monitor all use and activity and, in its sole discretion, to remove or choose not to make available any Shared material for any reason.

Termination of Use

If no Subscription Terms apply, you agree that Transitiv may, in its sole discretion, at any time, discontinue, terminate, limit your access to, or use of, the Site or any Content. If Subscription Terms apply, you agree that Transitiv may, if it determines that you have violated or attempted to violate any portion of this Agreement, discontinue, terminate, limit your access to, or use of, the Site or any Content. You agree that Transitiv shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the Site or any Content, including material that you may have Shared.

Third Party Web Sites, Content, Products and Services

The Site and Content provides links to third party web sites, output from third party APIs, and access to third party products and services (collectively, “third party content”). Third parties may include users, advertisers, affiliates and sponsors. Transitiv is not responsible for third party content provided on or through the Site or for any changes or updates to such third party sites, and you bear all risks associated with the access to, and use of, such web sites and third party content, products and services.

Disclaimer

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRANSITIV EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND ALL CONTENT. TRANSITIV MAKES NO WARRANTY THAT: (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED BY YOU IS USED AT YOUR OWN DISCRETION AND RISK. TRANSITIV SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.

TRANSITIV RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT AT ANY TIME WITHOUT NOTICE.

Limitation of Liability

IN NO EVENT SHALL TRANSITIV BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR CONTENT.

Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE, INCLUDING THOSE SET FORTH IN SECTIONS 12 AND 13, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

Privacy Policy

Transitiv is concerned about your privacy and has developed a policy to address privacy concerns. For more information, please see Transitiv’s Privacy Policy.

Persons Not of Age of Majority

Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.

Export Restrictions/Legal Compliance

You may not access, download, use or export the Site or the Content in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of Transitiv in violation of any such restrictions, laws or regulations. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the services of Transitiv outside the U.S.

Availability of Products

Information on the Site may reference or cross-reference Transitiv products, programs, or services that might not be available in your location. Such references do not imply that Transitiv plans to make such products, programs, or services available in your location.

You may not use Content to promote content or activity that is: illegal, fraudulent, false, deceptive, misleading, libelous, defamatory, threatening, extremist, racist, anti-social, malicious or age-inappropriate.

Waiver and Severability

The failure of Transitiv to exercise or enforce any rights or provisions in this Agreement shall not constitute a waiver of such right or provision. If any part or provision of this Agreement is found to be unenforceable, such part or provision may be modified to make the Agreement, as modified, legal and enforceable. The balance of this Agreement shall not be affected.

Applicable Laws

The laws of the state of Georgia govern this Agreement and all matters relating to your access to, and use of, the Site and Content (without giving effect to its conflicts of law principles). Both parties consent to the personal jurisdiction of the state and federal courts in Fulton County, Georgia. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys’ fees; provided that if the losing party proffered an offer of judgment made pursuant to the controlling rules of civil procedure which the prevailing party did not accept, and the prevailing party’s final judgment is not more favorable than the unaccepted offer, than for the time period between the date such offer was made and the judgment the prevailing party shall not be reimbursed for attorneys’ fees and the prevailing party shall reimburse the losing party for its reasonable attorneys’ fees.

Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may be an infringement of the rights of the copyright owner. You agree that you will not use the Site or any Content to infringe Transitiv’s Intellectual Property rights or the Intellectual Property rights of others. You may not remove, deface, or overprint any notice of copyright, trademark, logo, or other notice of ownership from any originals or copies of Transitiv Software, third party software, or any products or Content.

Trademark Usage

You may generally use Transitiv trademarks to refer to the associated Transitiv products or services. For instance, a Transitiv customer may issue a press release stating that it has implemented Transitiv Software.

You may indicate the relationship of your products or services to Transitiv products or services by using accurate, descriptive tag lines such as “analytics through Transitiv” in connection with your product or service name. Within text or body copy, such tag lines may appear in the same type as your product or service name. On product, packaging, advertising and other collateral where your product or service name is displayed apart from body copy, make sure that the tag line appears in significantly smaller type than your name. You should also distinguish the tag line from your mark by using a different font or color.

You may not use Transitiv trademarks in a manner that could cause confusion as to Transitiv sponsorship, affiliation or endorsement.

Proper use of Transitiv trademarks reinforces their role as brands for our products and services, and helps prevent them from becoming generic names that can be used by anyone. Examples of former trademarks that became generic terms are “aspirin,” “cellophane,” and “escalator.” By adhering to the following rules, you help protect Transitiv’s investment in its trademarks.

Use a generic term in association with each Transitiv trademark the first time the mark appears in text, and as often as possible after that. You need not include generic names in headlines, package titles and documentation titles. For example, “Transitiv.io audience engagement software.”

Except when using Transitiv as a trade name (see below), Transitiv trademarks are adjectives and should not be used as nouns, or in the possessive or plural form. For example, “Transitiv platform’s benefits..” not “Transitiv’s benefits…”

Do not vary Transitiv trademarks by changing their spelling or abbreviating them.

Proper trademark attribution helps makes the public aware of our trademarks, and helps prevent them from becoming generic terms. Accordingly, Transitiv would appreciate you attributing ownership of Transitiv trademarks to Transitiv and using trademark symbols (™ or SM or ®).

Trade names are the actual business names of companies. Trademarks and trade names are not the same, even though many companies use their trade names as trademarks. If you are using “Transitiv” as a substitute for Transitiv, Inc., you are using it as a trade name. Because they are nouns, trade names can be used in the possessive and do not require a generic term or a trademark symbol. Thus, you should not use a trademark symbol after “Transitiv” when it appears as part of the full corporate name or as a trade name.

Customer Responsibilities

If you are provisioned access to Content that is not generally available to the public without a subscription (“Subscribed Content”) then you are a “Transitiv Customer.” As a Transitiv Customer, you may designate one individual (or however many that are specified in Subscription Terms) who is authorized by you to use Subscribed Content (“User”). Users may include, for example, your employees, consultants, contractors and agents. Each User must have their own credentials and sharing user names and passwords is expressly prohibited. If a Transitiv Customer chooses to deactivate a User’s credentials, a replacement User may be selected.

Transitiv Customers will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of your data and the means by which you acquired your data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Subscribed Content, and notify us promptly of any such unauthorized access or use, (d) use Subscribed Content only in accordance with this Agreement and applicable laws and government regulations.

Unless expressly stated otherwise in this Agreement, you will not (a) make any Subscribed Content available to, or use any Subscribed Content for the benefit of, anyone other than you or Users, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Subscribed Content, (c) use Content to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Content to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Content or third-party data contained therein, (f) attempt to gain unauthorized access to any Content, intellectual property or their related systems or networks, (g) permit direct or indirect access to or use of any Content in a way that circumvents a contractual usage limit, (h) copy Content or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Content, other than framing on your own intranets or otherwise for your own internal business purposes, (j) access any Content in order to build a competitive product or service, or (k) reverse engineer any Content (to the extent such restriction is permitted by law).

Transitiv Customers agree to implement and maintain a privacy policy on their websites that discloses the usage of third-party technology, data collection and usage relating to personal data (i.e., any information relating to an identified or identifiable natural person), and that third parties may be placing and reading cookies on browsers, or using web beacons to collect information in the course of advertising being served on such websites. Such privacy policy will also include information about a visitor’s options for cookie management.

If Subscription Terms are executed which incorporate these Terms of Use, Transitiv Customer represents and warrants in favor of Transitiv that: (i) it has the full corporate right and authority execute and deliver the Subscription Terms, and to perform the acts and obligations required of it under this Agreement; (ii) its execution of, and performance under, this Agreement shall not violate any agreement to which it is a party or by which it is bound; (iii) if it knows or should know of any claims it has against Transitiv, its officers, directors, employees or agents, it has disclosed those claims in writing prior to executing the Subscription Terms or it waives such claims; and (iv) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms

Reports; Fees; Payment Terms; Termination.

Transitiv will make a transaction report available to Transitiv Customers. All reports shall be deemed conclusive for all purposes.

Prior to a Transitiv Customer’s use of the Subscribed Content, Transitiv may, in its sole discretion, require the Transitiv Customer to make a security deposit and/or limit the Transitiv Customer to a specific transactional credit limit.

Unless otherwise stated in Subscription Terms, invoiced charges are due immediately and reoccurring charges will be due prior to the start of the new period. If applicable, credit cards will be charged prior to the start of any billing period. You are responsible for providing complete and accurate billing and contact information to us and notifying Us of any changes to such information. Any amount not paid when due will be subject to finance charges equal to 1.5% percent of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less. You will reimburse any costs or expenses, including without limitation, reasonable attorneys’ fees, incurred by Transitiv to collect any amount not paid when due. Further, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable.

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible we will invoice you and you will pay that amount. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. Termination of Subscription Terms will not release a Transitiv Customer from its fee obligations.

Either Transitiv Customer or Transitiv may terminate Subscription Terms upon written notice if any of the following events occur: (a) a breach of Section 26, (b) the other party fails to fails to cure a material breach of this Agreement (other than a breach of Section 26) within ten days after receipt of written notice of such breach and opportunity to cure, (c) either party becomes the subject of a proceeding under bankruptcy, receivership, insolvency, or similar law, which is not dismissed within thirty days after being instituted, (d) this Agreement, or the actions of either party, is in violation of any law, other than a technical violation that is curable and cured within ten (10) days after receipt of written notice of such violation from the non-violating party.

Transitiv Customer Confidential Information

Either Transitiv or a Transitiv Customer (“Discloser”) may disclose to the other party (“Recipient”) information pertaining to the Subscribed Content (“Purpose”) that the Discloser considers confidential (“Confidential Information”). Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its employees, directors, agents or third party contractors who need to know it and if they have agreed with either party in writing to keep information confidential. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is independently developed by Recipient; or (e) advertisements distributed through Subscribed Content. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice. This section will continue for 4 years after Transitiv Customer ceases to be a customer of Transitiv.

Transitiv may identify Transitiv Customer as a customer in its marketing efforts.

The breach of this Section will cause irreparable harm to the other party and monetary damages may not be a sufficient remedy for an unauthorized disclosure of the Confidential Information. If the breaching party discloses the Confidential Information in violation of this agreement, the other party may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance, or other equitable remedy to prevent competition or further disclosure, and may pursue other legal remedies.

Applicability of Revisions

Revisions to the Terms of Use are effective one month after posting unless you have a written contract with Transitiv that is not indefinite in duration. In such a case, the latest Terms of Use posted prior to the effective date of the contract shall control for the initial term of the contract, and, if the contract has a renewal period, the Terms of Use in place one month prior to any renewal shall control for such renewal period. If you have a written contract with Transitiv that is indefinite in duration, Transitiv will attempt to notify you when the Terms of Use are revised.

Assignment

You may not assign or transfer any of its rights or obligations under this Agreement (including in connection with an acquisition, change in control, or to an affiliated party) either in whole or in part without the prior written consent of Transitiv. Any attempted assignment or delegation without such consent will be void. Transitiv shall have the unencumbered right to assign this Agreement, in whole or in part, to any third party. Subject to the foregoing, this Agreement shall bind and inure to the parties’ successors and assigns.